Darkstar Rising, a Different Ending
by Elemental Serenity
Summary: What if Gwen's plan had gone horribly wrong at the end of Darkstar Rising? My first BTAF fanfiction, please review! Gwevin, GxK.
1. Horribly Wrong

**Okay so this is my first Ben 10: Alien Force fanfiction, so go easy on me! It's set during the episode "Darkstar Rising". What if Gwen's plan had gone horribly wrong at the end of the episode? I kinda stretched out what I thought Darkstar could do, so sorry if it's way incorrect with the series. But then again, it's my fanfiction, I'll do what I want ;3  
**

"I don't understand what's going on," the plumber chief wondered aloud, turning to Ben and Kevin as they dangled in the imprisonment, held tightly with chains. "That's the guy who tipped me off that you were impersonating plumbers."

"And he scammed big ugly too," Kevin sneered, grinning at the Highbreed, which gave a fierce snarl at his comment. "Well he did," Kevin said smugly, "don't snarl at me!"

"I know who he is," Ben said suddenly, glaring out in front of them.

"Do you really?" a deep voice answered as the black-clad figure stepped from the shadows and into the blue light of their glowing imprisonment.

"You had to be somebody who knows all about the plumbers and the Highbreed," Ben said definitively as the figure stood patiently in amusement. "But most importantly, you had to be someone with a grudge against us. Why don't you take off the dopey mask, Michael?"

Kevin's eyes opened in shock, and anger flowed through him. "Wait, that's Michael Morningstar? The creep who tried to steal Gwen fr-" he stopped, blushing, as he tried to backpedal his way out of Ben's intrigued stare. "Who…who stole all his powers from those girls at his prep school?" he finished awkwardly, obviously feigning his repulsion of the other girls being hurt- he only really cared that Gwen had been hurt that night.

"When you ruined my plan, you nearly destroyed me," Michael continued. "But over the weeks, my powers returned- stronger than ever. And so did my hunger. My old method of feeding is no longer sufficient."

Ben fought back a shudder at the word "feeding". "High school girls to tough for ya, huh?" he mocked.

"To the contrary, I need more power than they can supply," he said briskly, obviously ignoring Ben's joking tone. "Michael Morningstar no longer exists." Pausing, he lifted his hands to his mask and let hit fall to the floor with a loud clang. "Now I am Darkstar."

Ben and Kevin barely suppressed gasps of shock. Darkstar's face was a ghastly pale gray, his skin taught over his skull and his eyes hollow.

"You did this to me!" Darkstar screamed, throwing out his hands. "And you will feed my hunger!" Streaks of black shot from Darkstar's palms, enveloping Ben, Kevin, the plumber, and the Highbreed. All four bit back screams of pain as they writhed against their chains, praying for the agony to end. "I will take your strength and make it my own, until you have no more to give," Darkstar said satisfied, watching as his captives continued to struggle with the pain.

"If you can reach your Omnitrix, maybe Alien X…" Kevin muttered to Ben with clenched teeth.

"No," Ben said quickly, wincing when he forced his eyes open, "if he absorbed all of that power, nothing could stop him."

"Eventually I'll have it all anyway…" Darkstar said, pleased.

"Michael!" Gwen's voice rang throughout the room. Darkstar ceased his attack, surprised, and turned to face Gwen. Kevin, though glad the pain had stopped, was horrified at the sound of Gwen's voice- he'd been elated that she'd gotten away, and he'd hoped she would stay away. Of course, he had no such luck.

"Ew," Gwen said suddenly at the sight of Darkstar's face. "I swear you were better looking when we used to go out…" Kevin felt a feeling of satisfaction at her reaction to his looks, though wanted to punch something when she referred to their past encounter as 'going out.'

"Laugh while you can," Michael said icily, "I've got all the power of your teammates, plus the Highbreed and the plumber. How can you possibly defeat me alone?"

Gwen looked smug, which made both Ben and Kevin nervous. "Who said anything about alone?" she said confidently. Suddenly, the door smashed open and the windows shattered as dozens of DNAliens rushed in, lining themselves in front of Darkstar. "They're pretty mad about you kidnapping their boss."

Darkstar glared as the multitude of aliens stared at him. As they suddenly rushed at him, he yelled as he unleashed a large streak of black energy at the mob, taking the energy of over half of them. As the ones still standing got closer, he began taking their energy one by one directly through his hands and throwing their bodies aside.

Meanwhile, Gwen quietly snuck past Darkstar's view, and while still keeping her distance, projected a ball of mana at the top of the imprisonment which held her friends and- in one case- her enemy. The machine exploded with an array of brilliant orange and reds, though luckily no debris hit any of its captors, and the four prisoners fell unceremoniously to the floor. Kevin quickly took his opportunity to change as his body morphed into steel, and he easily broke the chains, then helping the others.

"Ben! Kevin!" Gwen cried happily, forgetting for a moment about Darkstar and running towards her friends. Kevin heard her call his name and quickly stood, waiting for her to reach his arms.

However, Darkstar had finished with the DNAliens quicker than she had expected, and he swiftly turned to her with a glare. Without warning, he raised his hand towards her and let loose a stream of black energy.

Kevin saw the scene in slow motion- Gwen was only a few more yards from the safety of his arms, but he could see the malicious glare in Darkstar's eyes and knew he wouldn't allow her to get there. "Watch out!" Kevin cried, horrified at what he saw. He tried to lunge forward and protect her, but he was too late.

Gwen spun around with wide eyes just as the blast of energy struck her forcefully on the side. The impact sent her flying sideways through the air until she hit the far wall with a sickening crack- she'd broken something, but what, no one knew.

"GWEN!" Ben cried as he watched with shock as his cousin slid unconscious to the floor. His shock melted into rage, however, as he turned his gaze to Darkstar. "Kevin, help Gwen," he growled so ferociously it almost startled Kevin.

Kevin quickly recovered though as he saw a pool of crimson begin to grow beneath Gwen. As he ran to cradle her broken body, he had to fight back nausea as his hands held her, her body seeming so frail. Her blood ran down along his hands as he held her, though he didn't know where it was coming from. Even as the sounds of Ben and Darkstar's battle raged so close, he didn't hear any of it- he only saw Gwen, her perfect, angelic face still and pale, her eyes closed. He ran a shaky hand along her neck and felt for a pulse, and he got one- slow and weak, but it was there. Still, she looked like she'd….No. He wouldn't think about that now.

Suddenly Kevin heard a large crash as Humongousaur cried out, smashing into a wall. A flash of green filled the room, and a dazed Ben laid half-unconscious on a pile of rubble. The Highbreed had disappeared and the officer was lying not too far from Ben.

Looking up, Kevin realized Darkstar's attention was now solely on him and Gwen as he advanced closer. Kevin held Gwen closer to him, though he was careful not to hurt her any further.

"Ahh, Kevin," Darkstar sneered. "Just can't stop taking Gwen away from me, can you?"

"Stay away from her," Kevin snarled defensively as Darkstar stopped to stand above him. He wanted to transform and beat the man to a pulp, but he couldn't leave Gwen alone and defenseless.

"No," Darkstar said bluntly. Raising his hand, he sent a wave of energy at Kevin, who, sitting defenseless, was blasted half way across the room from Gwen. Groaning, he became filled with anger as he saw Darkstar standing smugly above Gwen. Raising his hand, he used his energy not to attack Gwen, but to lift her body off of the ground in front of him.

Kevin let out a howl of rage, swiping his hand against the ground as he broke into a sprint, changing into concrete. However, Darkstar merely turned to him and smirked. "See you around, Kevin."

Suddenly the black energy enveloped both him and Gwen, and in a sudden flash they were gone, leaving an empty space where they'd just stood.

"Gwen!" Kevin called out, horrified that she was gone. "GWEN!"

* * *


	2. Finding Them

***Blinks in shock*  
23 reviews?? Oh…oh my…That's amazing!! And for one chapter? Oh my gahh. You guys are freakin amazing. :D**

*****If you get the total reviews to 45 (and I'm not saying repeat reviews, like 10 from the same person lol) then I'll update within the week, promise :)*****

**I'm sorry this took so long though. Writer's block and school – yay! Ughh.**

**WARNING: There is a tad bit of bad language. I'm sorry if that bothers anyone, it just seems like it would fit where I put it. **

* * *

The silence that filled the green cruiser was deafening.

It was now just Ben and Kevin; the officer had left hours ago to investigate both the highbred and Darkstar's whereabouts further, leaving the two boys to their own search. Ben and Kevin sat in the tense silence, both filled with anger, desperation, and worry. While Kevin focused darkly on the road ahead (though his focus was probably nowhere near the road), Ben stared dejectedly out the window as the dark trees flashed by, thinking of where his cousin and her captor might have gone.

Ben spared a quick glance over at Kevin, who hadn't spoken since they'd left the damaged building that was once Darkstar's – for lack of a better phrase – home base. Dark bags hung under the older boy's eyes and his face showed signs of exhaustion, though his eyes still shone with immense emotion, a rare occurrence.

Finally, Ben gave a sigh. "Kevin?"

The other boy gave no sign of noticing.

"Kevin, we should res – "

"No," Kevin growled, his voice nearly breaking from exhaustion – though Ben couldn't tell if it was of body or mind.

"It's been hours, Kev. And we have no idea where – "

Kevin's grip on the steering wheel audibly tightened. "I don't fucking care, Tennyson! I'm not giving up!"

Ben's nerves began to snap. Raising his voice higher, he shot back, "I'm not saying we should! But even if we found them, what good would we do like this?"

"And what, wait longer to help her? He could be farther by – "

"They could be anywhere right now! We don't even know if they're nearby, or if she's even – "

Ben was startled when the car slid to a sudden, complete stop, feeling his collarbone bruise as his body slammed against the seatbelt. The car turned slightly as it stopped, blocking their side of the road.

"Don't you fucking say it," Kevin snarled, still glaring straight ahead. His hands tightened and loosened systematically on the steering wheel, and his eyes seemed to be looking far away.

The younger boy felt a pang of guilt, and sighed heavily. "Look…" he paused, his voice shaking. "I know you're upset. I am too – she's my cousin, dude. I'm just saying…maybe we should rest and make a new plan."

Kevin's eyes lowered, grudgingly thinking over his friend's words. Suddenly, Ben's badge began flashing and beeping. Both boys jumped tremendously, and Ben scrambled to retrieve it from his pocket. He blinked at it for a moment, pressing a button that had appeared on the front. Immediately, the figure of the plumber magister appeared above the flat surface of the badge.

"Boys," the magister said quickly, "I believe I have news on the whereabouts of Darkstar and your companion. I've found an immense spike in energy levels just a few miles south of where you are. I'll send the coordinates. I'd help you, but I must return to my work. Call if you need help."

With that, the transmission ended, leaving both boys staring in shock. A couple of seconds later, the coordinates appeared on the screen.

"Let's go," Kevin said with determination, Ben in silent agreement.

* * *

Leaving the car in front of the gate, Ben and Kevin quietly made their way up to the house.

"Could it really be this obvious?" Ben wondered aloud, keeping his voice no higher than a whisper.

"Maybe he didn't wanna hide from us," Kevin growled, keeping a sharp eye for any movement in the dark windows. "Anyway, he'd wanna be somewhere he's familiar with. His home turf." He paused for a moment and strode back to the car, withdrawing an alien handgun from the back of his trunk.

Ben's eyes widened a bit. "When did you get _that_?"

"Not important," Kevin muttered. "Ready?" Ben nodded. "On my count. One, two…"

A sudden blue blast shot from his gun, which shattered the large oak doors into splinters. Kevin immediately rushed past the broken doorway, the younger boy at a sprint close behind him.

They came to a sliding stop, however, when a red beam nearly missed Kevin's torso, barely skimming across his chest yet leaving a deep burn mark. The blast continued to the end of the hallway where it shattered the wall as though it were made of plastic.

The two stared in shock at their enemy's weapon's power as the wall crumbled and finally settled in a cloud of dust.

"A cortex disruptor…That's level 5, more than I've seen in a while," Kevin muttered in pain as he clutched his bleeding chest, a hint of fear in his eyes. He and Ben quickly turned their attention to where the blast had come from, and saw a smug Darkstar looking back at them.

"Nice of you to join me," Darkstar chuckled. His helmet was gone, and Kevin couldn't help but notice his skin looked a shade less grey, and his skin less taught.

"What have you done with Gwen!" Ben screamed, with the harshest tone Kevin had ever heard from the younger boy.

Darkstar's smirk widened. "Why don't you come find out?" Dropping the gun, he simply laughed as Kevin roared in anger, dropping his weapon as well and charging him. Darkstar held out his hand and enveloped himself in his own dark energy, immediately disappearing.

"Damnit!" Kevin yelled. He stopped for just a moment, then took off in a sprint down the dim hallway that he knew led to the living room, Ben close on his heels. Kevin ran his hand along the ground as he ran, quickly covering his body in stone. As they neared the living room doors, he readied his shoulder and rammed into the door with all of his might.

As the doors collapsed and the two boys took in the scene before them, they both shuddered. Kevin's eyes widened in horror as Ben screamed "GWEN!"

Far on the other side of the room was Darkstar, levitating in his dark energy over an unconscious Gwen, who was lying gracefully on a long metal table. Her eyes were closed and she was unmoving.

Her skin was so white…They could almost swear she was…

"GWEN!" Kevin bellowed, echoing Ben's call. He had to fight back waves of panic as he thought of ways to get her out of Darkstar's possession.

"Ahh, and the _heroes_ finally arrive," Darkstar mocked.

* * *

**Short, but it's something right? :) I have no Beta, so all errors are completely and totally mine. I love helpful critisisms, but no flames please ^^**

**Again, if you guys get the total reviews to 45, I'll update by…next Wednesday :)**

**ElementalSerenity**


	3. Quick AN

**Author's Note**

**Alright so I know I'm not supposed to post this as a chapter, but I wanted to let you guys know this~**

**So the reason I'm not updating isn't because I didn't get enough reviews – I wanna thank you guys so much for the 10 reviews I did get, you guys rock! – I'm just super duper busy. I promise I'm gunna try to get the next chapter up soon. I've hit a bit of writer's block too so I'm tryin to figure out where I wanna go from here. :)**

**And sorry if it seemed like black-mail when I asked for more chapters, I was trying to make it more of an incentive hehe ;D**

**Hope to see you guys soon! ♥  
Elemental Serenity**


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